Lamar (LAMR) executes Amendment No.5 to 2020 credit pact

Rhea-AI Filing Summary

Lamar Advertising Company disclosed that it executed Amendment No. 5 dated September 23, 2025 to the Fourth Amended and Restated Credit Agreement originally dated February 6, 2020. The amendment involves Lamar Media as borrower, the company and Lamar Media's subsidiary guarantors, and identifies JPMorgan Chase Bank, N.A. as Administrative Agent with certain lenders party to the agreement. The filing characterizes this action as the creation of a direct financial obligation or an obligation under an amendment to the credit agreement. The filing was attested by Jay L. Johnson, Executive Vice President and Chief Financial Officer, with signatures dated September 24, 2025.

Positive

• Amendment No. 5 executed to the Fourth Amended and Restated Credit Agreement on September 23, 2025
• JPMorgan Chase Bank, N.A. continues as Administrative Agent, indicating continuity of lender relationships

Negative

• None.

Insights

Corporate Finance Analyst

TL;DR: An amendment to the company credit facility was executed, creating a new direct obligation under the existing agreement.

This filing records Amendment No. 5 to the Fourth Amended and Restated Credit Agreement (originally dated February 6, 2020), naming Lamar Media as borrower and JPMorgan Chase Bank, N.A. as Administrative Agent. The statement specifically describes the action as the creation of a direct financial obligation or an obligation under an amendment.

The document does not disclose financial terms, covenant changes, collateral, maturities, or amounts, so the immediate balance-sheet impact and covenant effects are unknown. Monitor subsequent disclosures for the amended credit terms and any related schedules that quantify obligations or material covenant modifications within the next reporting cycle.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

LAMAR ADVERTISING CO/NEWfalsefalse00010904250000899045 0001090425 2025-09-23 2025-09-23 0001090425 lamr:LamarMediaCorporationAndSubsidiariesMember 2025-09-23 2025-09-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2025

LAMAR ADVERTISING COMPANY

LAMAR MEDIA CORP.

(Exact name of registrants as specified in its charter)

Delaware Delaware		1-36756 1-12407		47-0961620 72-1205791
(States or other jurisdictions of incorporation)		(Commission File Numbers)		(IRS Employer Identification Nos.)

5321 Corporate Boulevard, Baton Rouge, Louisiana 70808

(Address of principal executive offices and zip code)

(225) 926-1000

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Lamar Advertising Company securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.001 par value		LAMR		The NASDAQ Stock Market, LLC

Lamar Media Corp. securities registered pursuant to Section 12(b) of the Act: none

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Lamar Advertising Company				Emerging growth company		☐
Lamar Media Corp.				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Lamar Advertising Company		☐
Lamar Media Corp.		☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 23, 2025, Lamar Advertising Company’s (the “Company”) direct wholly owned subsidiary Lamar Media Corp. (“Lamar Media”) entered into the Amendment No. 5, dated as of September 23, 2025 (the “Amendment”), to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto (such agreement, as amended, the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings set forth in the Credit Agreement.

The Amendment establishes $700.0 million of Term B Loans (the “Term B Loans”) as a new class of incremental term loans. Lamar Media borrowed all $700.0 million in Term B Loans on September 23, 2025. Proceeds from the Term B Loans were used to repay $600.0 million in Term B Loans that were previously outstanding, with the remainder used to repay a portion of the outstanding balance on the revolving credit facility.

The Term B Loans will mature on September 23, 2032 (or if such day is not a Business Day, the next Business Day) and the entire principal amount of the Term B Loans then outstanding, together with all accrued and unpaid interest on the Term B Loans, will be due and payable on such date. The Term B Loans will bear interest at rates based on the Adjusted Term SOFR Rate (“Term Benchmark Term B Loans”) or the Adjusted Base Rate (“Base Rate Term B Loans”) at Lamar Media’s option. For purposes of the Term B Loans, the “Adjusted Term SOFR Rate” is a rate per annum equal to the Term SOFR Rate for the applicable interest period, plus 0.00%. Term Benchmark Term B Loans will bear interest a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50% and Base Rate Term B Loans will bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50%. The guarantees, covenants, events of default and other material terms of the Credit Agreement, which remain unchanged by the Amendment, apply to the Term B Loans.

The Administrative Agent, the lenders under the Credit Agreement and each of their respective affiliates perform various financial advisory, investment banking and commercial banking services from time to time for Lamar Media and its affiliates, for which they receive customary fees.

The description above is qualified in its entirety by the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 5, dated as of September 23, 2025 to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto.
104		Cover Page Interactive Data File - (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 24, 2025				LAMAR ADVERTISING COMPANY
				By:		/s/ Jay L. Johnson
						Jay L. Johnson
						Executive Vice President, Chief Financial Officer and Treasurer
Date: September 24, 2025				LAMAR MEDIA CORP.
				By:		/s/ Jay L. Johnson
						Jay L. Johnson
						Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What did Lamar (LAMR) file in this 8-K?

The company reported execution of Amendment No. 5 dated September 23, 2025 to its Fourth Amended and Restated Credit Agreement, described as creating a direct financial obligation.

Who are the parties named in the amendment?

The amendment lists Lamar Media as Borrower, the company and Lamar Media's subsidiary guarantors, and JPMorgan Chase Bank, N.A. as Administrative Agent with certain lenders party to the agreement.

Does the filing disclose economic terms or amounts for the obligation?

No. The filing states the amendment and creation of an obligation but does not disclose loan amounts, rates, maturities, collateral, or covenant changes.

Who signed the filing for Lamar Advertising?

The filing was signed by Jay L. Johnson, Executive Vice President, Chief Financial Officer and Treasurer, with signature dates shown as September 24, 2025.

Is this amendment the original credit agreement or a later amendment?

It is an amendment (Amendment No. 5) to the existing Fourth Amended and Restated Credit Agreement originally dated February 6, 2020.